SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                Amendment No. 1

(Mark One)

[X ] QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2004
                                              -------------------

                                       OR

[    ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

          From the transition period from ____________ to ___________.

                         Commission File Number 0-33107

                        GENERAL ENVIRONMENTAL CORPORATION
        (Exact name of small business issuer as specified in its charter)

           Delaware                                        76-0238783
(State or other jurisdiction of               (IRS Employer Identification No.)
  incorporation or organization)


                      33 Pine, Exeter, New Hampshire 03833
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (603) 773-0153
                                ----------------
                           (Issuer's telephone number)

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate  by check  mark  whether  the  registrant  (1) filed  all  reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:

                                 Yes |X| No |_|

         Class                         Shares Outstanding             Date
      Common, $.001                        28,531,202             July 19, 2005
<PAGE>

                        General Enviromental Corporation
                                      INDEX

<TABLE>
                                                                                                         Page
                                                                                                        Number
PART I - FINANCIAL INFORMATION

         Item 1.Financial Statements
<S>                                                                                                     <C>

                  Condensed Balance Sheets - December 31, 2004(unaudited) and
                  September 30, 2004.....................................................................3

                  Unaudited Condensed Statements of Operations - For the three months
                  ended December  31, 2004 and 2003......................................................4

                  Unaudited Condensed Statements of Cash Flows - For the three months ended
                  December 31, 2004 and 2003.............................................................5

                  Notes to Unaudited Condensed Financial Statements......................................6

          Item 2. Management's Discussion and Analysis of Financial Condition and Plan
                  of Operation...........................................................................6

         Item 3.  Controls and Procedures................................................................6

PART II - OTHER INFORMATION..............................................................................6
         Item 1.  Legal Proceeding.......................................................................6
         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds............................6
         Item 3.  Defaults Upon Senior Securities........................................................7
         Item 4.  Submission of Matters to a Vote of Security Holders....................................7
         Item 5.  Other Information......................................................................7

          Item 6. Exhibits and Reports on Form 8-K.......................................................7


SIGNATURES...............................................................................................7
</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         General Environment Corporation
                          (A Development Stage Company)
                                 Balance Sheets
<TABLE>

                                     Assets

                                                                             December 31,        September, 31,
                                                                             2004                2004
                                                                             (unaudited)
<S>                                                                           <C>               <C>

Current Assets
         Cash and Cash Equivalents
                                                                             $   7,798            $    9,858
                                                                             ----------------    --------------
Equipment-Net
                                                                             $       0            $      202
                                                                             ----------------    --------------
Other Assets
                                                                             $   3,750            $    3,750
                                                                             ----------------    --------------
Total Assets
                                                                             $  11,548            $    13,810

                                                                             ================    ==============
                                        Liabilities & Stockholders' Deficit
Current Liabilities
         Accounts Payable
                                                                             $  39,715            $    39,715

         Bank Overdraft
                                                                             $       0            $        -
                                                                             ----------------    --------------
         Interest Payable
                                                                             $  77,662            $   74,459

                                                                              ----------------    -------------
         Notes Payable
                                                                             $  99,432            $  124,432
                                                                             ----------------    --------------
Total Liabilities
                                                                             $ 216,809            $  238,606

                                                                             ----------------    --------------
Shareholder's Deficit

         Preferred stock; $10 par value 2,000,000 shares authorized,
none issued and outstanding respectively                                             -                   -
         Common stock, $.001 par value, 30,000,000 shares
authorized and 28,531,202 outstanding
                                                                             $   28,531          $  28,531
Additional paid-in Capital
                                                                             $9,069,024         $9,044,024
                                                                             ----------------    --------------
Deficit
                                                                            $(9,302,816)       $(9,297,351)
Total Shareholder's Deficit
                                                                            $  (205,261)       $  (224,796)
                                                                             ----------------    --------------
Total Liabilities & Shareholder's Deficit                                   $    11,548        $    13,810
                                                                             ================    ==============

</TABLE>


    The accompanying notes are an integral part of the financial statements.
<PAGE>

                         General Environment Corporation
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)




                                For the Three Months Ended
                                       December 31,
                               -----------------------------
                                  2004            2003
                               ------------   --------------

REVENUES                       $         0    $         0

EXPENSES
     Insurance                 $         0    $         0
     Service Fees                        0              0
     Professional Fees                   0              0
     Rent                                0              0
     Depreciation                      202             71
     General and                     2,060             60
     Administrative                  3,203          3,202
     Interest
                                 ---------       ---------

Total Operating   Expenses     $     5,465     $    3,333
Operating (loss)
                                    (5,465)        (3,333)
                               ------------   --------------
Other
     Bad Debt                  $         0    $         0
     Interest Expense                    0              0
     Other Income                        0              0
Total Other Income                       0              0
(expense)
                               ------------   --------------
NET LOSS BEFORE INCOME
TAXES                          $   (5,465)     $  (3,333)
     Provision for
income tax                              0              0
Net Loss                           (5,465)        (3,333)
                               ============   ==============

Basic and diluted income       $    (0.01)      $  (0.01)
(loss) per common share
                               ============   ==============

Basic and diluted weight
average number of common
shares outstanding              28,531,202    28,531,202


    The accompanying notes are an integral part of the financial statements.
<PAGE>


                         General Environment Corporation
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>



                                                               For the Three Months Ended
                                                                      December 31,
                                                               ----------------------------
                                                                    2004            2003
                                                               ------------- -- -----------
<S>                                                              <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)
                                                               $    (5,465)       $(3,333)
                                                               -------------    -----------

Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activites:                     $                $
Increase in accounts payable - director                                   0     0
Bad Debt                                                                  0              0
Depreciation                                                            202             71
(Increase) Decrease in other assets                                       0              0
(Decrease) increase in accounts payable                                   0              0
(Decrease) increase in other liabilities                              3,203          3,202
                                                               -------------    -----------
                                                                         $0             $0
CASH FLOWS FROM FINANCING ACTIVITIES
                                                               -------------    -----------

Net cash provided from financing activities                             $ 0            $ 0
                                                               ------------- -- -----------

Net increase (Decrease) in cash                                $    (2,060)     $  (60)

Cash at beginning of period                                       $   9,858          $ 164
                                                               =============    ===========

Cash at end of period                                          $      7,798           $104
                                                               =============    ===========
</TABLE>


    The accompanying notes are an integral part of the financial statements.

<PAGE>



                         General Environment Corporation
                          (A Development Stage Company)
              Notes to the Unaudited Condensed Financial Statements
                                December 31, 2004


1.   General

     The interim financial  statements are prepared pursuant to the requirements
for  reporting on Form 10-QSB.  The  September  30, 2004 balance  sheet data was
derived from audited  financial  statements but does not include all disclosures
required by generally  accepted  accounting  principles.  The interim  financial
statements and notes thereto  should be read in  conjunction  with the financial
statements  and notes  included in the Company's  Form 10-KSB for the year ended
September  30,  2004.  In the  opinion  of  management,  the  interim  financial
statements  reflect all adjustments of a normal recurring nature necessary for a
fair statement of the results for the interim periods presented.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATION

     The Company's plan of operation for the foreseeable future is to search for
a suitable company with which to merge.

     As of December 31, 2004, the Company had $7,798 in cash and a deficiency in
working capital of $209,011

     Based upon the current level of cash, the deficiency in working capital and
current level of expenditures,  it will be necessary to seek additional  sources
of funding over the next twelve months. Historically the company's financing has
come from loans from its officers and principal  shareholders.  However,  unless
such funding  continues  or the company is able to sell its shares,  the Company
has  insufficient  resources to continue its  business  operations  for the next
twelve  months.  No  assurances  can be given that the  Company  will be able to
obtain any future financing or sell any of its shares.

     ITEM 3.      CONTROLS AND PROCEDURES

     As of the end of the period  covered by this report,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  under the  supervision  of and with the  participation  of our Chief
Executive Officer ("CEO") and our Chief Financial Officer ("CFO"). Based on this
evaluation,  our  management,  including  our CFO and  CEO,  concluded  that our
disclosure  controls and procedures were effective,  and that there have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect internal controls subsequent to the evaluation.

                                             PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEDINGS

None

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None
<PAGE>

ITEM 5.  OTHER INFORMATION

None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

a)       Exhibits

                           None

a)       Reports on Form 8-K

                           None

SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                               General Environment Corporation


Date: October 31, 2005                            By: /s/ Herb T. Sears

                                                     Herb T. Sears
                                                     Chief Executive Officer

                                                 By: /s/ Ed Nichols
                                                     Ed Nichols
                                                     Chief Financial Officer
<PAGE>

                                 CERTIFICATIONS

I, Herb T. Sears, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of General Environment
     Corporation

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: October 31, 2005

By: /s/ Herb T. Sears
Herb T. Sears
Chief Executive Officer
<PAGE>



CERTIFICATION  OF CHIEF  EXECUTIVE  OFFICER AND CHIEF  FINANCIAL  OFFICER
PURSUANT TO 18 U.S.C.  SECTION 1350, AS ADOPTED  PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Herb T.  Sears,  certify,  pursuant  to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Quarterly
Report of General  Environment  Corporation  on Form  10-QSB  for the  quarterly
period ended December 31, 2004 fully complies with the  requirements  of Section
13(a) or  15(d)  of the  Securities  Exchange  Act of 1934 and that  information
contained  in such Form 10-QSB  fairly  presents in all  material  respects  the
financial condition and results of operations of General Environment Corporation


By: /s/ Herb T. Sears
----------------------------
Name: Herb T. Sears
Title: Chief Executive Officer

October 31, 2005
<PAGE>

                                 CERTIFICATIONS

I, Ed Nichols, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of General Environment
     Corporation

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: October 31, 2005

By: /s/ Ed Nichols
Ed Nichols
Chief Financial Officer

<PAGE>

CERTIFICATION  OF CHIEF  EXECUTIVE  OFFICER AND CHIEF  FINANCIAL  OFFICER
PURSUANT TO 18 U.S.C.  SECTION 1350, AS ADOPTED  PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ed Nichols,  certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the  Sarbanes-Oxley  Act of 2002, that the Quarterly Report of
General  Environment  Corporation on Form 10-QSB for the quarterly  period ended
December 31, 2004 fully complies with the requirements of Section 13(a) or 15(d)
of the Securities  Exchange Act of 1934 and that  information  contained in such
Form 10-QSB fairly presents in all material respects the financial condition and
results of operations of General Environment Corporation


By: /s/ Ed Nichols
----------------------------
Name: Ed Nichols
Title: Chief Financial Officer


October 31, 2005